01.08.2008 16:46:00
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Lafarge : Interim Report at June 30, 2008
Regulatory News:
Lafarge (Paris:LG)
1. Consolidated key figures In order to reflect its divestment effective in February 2007,
the Roofing division is presented in 2007 as discontinued operations in
the Group’s financial statements. In
compliance with IFRSs, the contribution of the Roofing Division to the
Group’s consolidated statement of income and
statement of cash flows is presented on specific lines. Pursuant
to the disposal, the 35% investment in the new Roofing activity is
accounted for as an associate in the Group’s
financial statements since February 2007. Hereinafter, and in our other shareholder and investor
communications, "current operating income”
refers to the subtotal "operating income
before capital gains, impairment, restructuring and other”
on the face of the Group’s consolidated
statement of income. This measure excludes from our operating results
those elements that are by nature unpredictable in their amount and/or
in their frequency, such as capital gains, asset impairments and
restructuring costs. While these amounts have been incurred in recent
years and may recur in the future, historical amounts may not be
indicative of the nature or amount of these charges, if any, in future
periods. The Group believes that the subtotal "current
operating income” is useful to users of the
Group’s financial statements as it provides
them with a measure of our operating results which excludes these
elements, enhancing the predictive value of our financial statements and
provides information regarding the results of the Group’s
ongoing trading activities that allows investors to better identify
trends in the Group’s financial performance. In addition, "current operating income”
is a major component of the Group’s key
profitability measure, return on capital employed (which is calculated
by dividing the sum of "operating income
before capital gains, impairment, restructuring and other”,
after tax, and income from associates by the averaged capital employed).
This measure is used by the Group internally to: a) manage and assess
the results of its operations and those of its business segments, b)
make decisions with respect to investments and allocation of resources,
and c) assess the performance of management personnel. However, because
this measure has limitations as outlined below, the Group limits the use
of this measure to these purposes. The Group’s subtotal within operating
income may not be comparable to similarly titled measures used by other
entities. Further, this measure should not be considered as an
alternative for operating income as the effects of capital gains,
impairment, restructuring and other amounts excluded from this measure
do ultimately affect our operating results and cash flows. Accordingly,
the Group also presents "operating income”
within the consolidated statement of income which encompasses all
amounts which affect the Group’s operating
results and cash flows. Following the Orascom acquisition in the first quarter 2008, the
Group adjusted the presentation of its geographical information for all
periods presented: Western Europe, North America, Central and Eastern Europe, Latin
America and Asia remain unchanged from previous presentations. The former Mediterranean Basin is transformed into a "Middle
East” region after the reclassification of
Algeria and Morocco to the new "Africa”
which replaces the former Sub-Saharan Africa. The countries of the ex-Orascom operations will be classified as
follows: Egypt, Iraq, UAE and Turkey in the Middle East Algeria and Nigeria in Africa North Korea and Pakistan in Asia Spain in Western Europe Sales
6 months
% Variance
2nd quarter
% Variance
(million euros)
2008
2007 2008
2007
By geographic area of destination
Western Europe
3,207
3,181
1
%
1,701
1,673
2
%
North America
1,764
2,068
-15
%
1,109
1,297
-14
%
Middle East
630
256
nm (1)
361
145
nm (1)
Central and Eastern Europe
853
643
33
%
535
400
34
%
Latin America
483
424
14
%
250
218
15
%
Africa
1,164
938
24
%
613
489
25
%
Asia
968
875
11
%
500
468
7
%
By business line
Cement
5,334
4,568
17
%
2,960
2,561
16
%
Aggregates & Concrete
2,930
2,997
-2
%
1,698
1,721
-1
%
Gypsum
788
814
-3
%
396
405
-2
%
Other
17
6
-
15
3
-
TOTAL 9,069 8,385 8 % 5,069 4,690 8 % (1) Not meaningful Current operating income 6 months
% Variance
2nd quarter
% Variance
(million euros)
2008
2007 2008
2007
By geographic area of destination
Western Europe
522
523
-
314
343
-8
%
North America
85
179
-53
%
166
241
-31
%
Middle East
194
66
194
%
116
43
170
%
Central and Eastern Europe
297
202
47
%
222
164
35
%
Latin America
98
77
27
%
48
40
20
%
Africa
287
210
37
%
160
120
33
%
Asia
128
103
24
%
73
64
14
%
By business line
Cement
1,380
1,070
29
%
911
772
18
%
Aggregates & Concrete
237
244
-3
%
211
226
-7
%
Gypsum
31
82
-62
%
11
36
-69
%
Other
(37
)
(36
)
-
(34
)
(19
)
-
TOTAL 1,611
1,360
18 % 1,099
1,015
8 % Other key figures 6 months
% Variance
2nd quarter
% Variance
(million euros, except per share data)
2008
2007 2008
2007
Net income – Group share
911
934
nm
761
572
nm
Excluding one-off items (1)
773
673
+ 15
%
623
572
+ 9
%
Earnings per share (in euros)
4.75
5.38
nm
3.96
3.31
nm
Excluding one-off items (1)
4.03
3.88
+ 4
%
3.24
3.30
- 2
%
Free Cash Flow (2)
129
76
+ 70
%
307
263
+ 17
%
Net Debt
17,323
9,445
+ 83
%
(1) Excluding net capital gains on sale of Turkish assets and Roofing in
2007, of Egypt-Titan JV in Q2 2008, and legal provision adjustment for
the 2002 Gypsum case.
(2) Defined as the net operating cash generated by continuing operations
less sustaining capital expenditures
2. Review of operations and financial results All data regarding sales, sales volumes and current operating income
include the proportional contributions of our proportionately
consolidated subsidiaries. Group highlights for the first six months of 2008
Strong contribution from emerging markets, with current operating
income up 53% in the first half and 44% in the second quarter (+63%
and +54% respectively, at constant exchange rate). Emerging markets
accounted for 67% of earnings in our Cement business in the first
half, 62% in the second quarter.
Continuing resilience of our operations in developed markets thanks to
cost-cutting, strong pricing, improvements in industrial performance
and the benefits of our innovation strategy.
Growth in current operating income affected by significant currency
effect. At constant exchange rate, current operating income increased
by 24% in the first half and 14% in the second quarter.
Solid pricing in a context of higher input costs.
Strong increase in operating margin – up
160 basis points in the first half to 17.8% –
despite significant increase in energy and transport costs,
underscoring the benefits of our cost reduction program.
Benefits of the Orascom acquisition, finalized at the end of January,
which contributed to earnings growth. The integration process was
completed at the end of June.
Continuation of our program to build new cement production capacity to
meet strong demand for construction and infrastructure in emerging
markets. 15 MT of new cement capacity to start in 2008.
With the L&T acquisition, announced on May 14, Lafarge will be the
leader in concrete in India. As part of its divestment program,
Lafarge announced on May 6 the disposal of its 50% stake in the
Lafarge Titan joint venture in Egypt.
Overview of operations: sales and current operating income Consolidated sales and current operating income
In the first half of 2008, consolidated sales increased by 8.2% over
2007 to 9,069 million euros. Sales benefited from solid growth in
emerging markets and positive pricing trends that more than offset the
decrease in volumes observed in some developed markets, notably in the
United States, Spain and the United Kingdom. This led to solid organic
growth in both the first and second quarter (5.2% in the first quarter,
6.8% in the second quarter). The consolidation as of the end of January
of the acquired Orascom operations, mostly in cement, positively
contributed to the growth in sales (net impact of changes in the scope
of consolidation of 8.2%). Currency impacts were strongly unfavorable,
reducing sales by 6.1% in the first half (-4.9% in the first quarter and
-7.1% in the second quarter), mainly reflecting the depreciation of the
US dollar, the British pound and the South African rand against the euro.
In the same period, the current operating income increased by 18.5%
benefiting from solid growth in emerging markets, favorable
supply-demand balance for our main products, strict cost control in a
context of high inflation, and the impact of the consolidation of
Orascom operations. At constant scope and exchange rates, half year
current operating income increased 8.0% with emerging markets growth
more than offsetting decline in Gypsum results and lower volumes in
North America. North America was more impacted in the second quarter due
to the seasonality between quarters. With the exception of North
America, all regions in the Cement division delivered a solid
improvement in current operating income. The Aggregates and Concrete
current operating income moved slightly lower due to the soft markets in
the United States, Spain and United Kingdom being offset by strict cost
control and improved pricing. Gypsum current operating income was
penalized by the unfavorable environment in the United States.
Sales and Current operating income by segment Individual segment sales information is discussed below before
elimination of interdivisional sales. Cement 6 months
2nd quarter
(million euros)
2008
2007
% Var.
% Variation atconstant scope and
exchange rates 2008
2007
% Var.
% Var.atconstant scopeand
ex-change rates
Sales before elimination of inter-divisional sales
5,730
4,974
+ 15.2
%
+ 9.7
%
3,176
2,779
+ 14.3
%
+ 10.3
%
Current operating income
1,380
1,070
+ 29.0
%
+ 14.2
%
911
772
+ 18.0
%
+ 7.0
%
The cement division achieved a solid improvement in current operating
income, benefiting from the sustained growth in emerging markets,
favourable supply-demand balance overall and cost reduction efforts in a
context of high inflation. The consolidation of the Orascom cement
operations since end of January further enhanced the performance of the
division.
WESTERN EUROPE
Sales:
EUR 1,484 million at end of June 2008
(EUR 1,518 million in 2007)
EUR 802 million in the second quarter of 2008
(EUR 808 million in 2007)
Current operating income:
EUR 383 million at end of June 2008
(EUR 365 million in 2007)
EUR 251 million in the second quarter of 2008 (EUR 244 million in
2007)
At constant scope and exchange rates, domestic sales improved slightly
(0.4% in the first half of the year, 1.4% in the second quarter) while
current operating income was up 6.4% in the first half compared to 2007
(up 7.5% in the second quarter). Solid market in France, combined with
strict cost control across the countries, reduced import costs, and
price increases in a context of inflationary pressures, notably in
energy, contributed to this improvement. These factors more than
compensated for volume softness in Spain, led by a downturn in the
housing market, in Greece, slowing after the record levels of past
years, and in the United Kingdom, affected by a soft residential sector.
NORTH AMERICA
Sales:
EUR 698 million at end of June 2008
(EUR 839 million in 2007)
EUR 432 million in the second quarter of 2008
(EUR 523 million in 2007)
Current operating income:
EUR 74 million at end of June 2008
(EUR 127 million in 2007)
EUR 91 million in the second quarter of 2008
(EUR 146 million in 2007)
At constant scope and exchange rates, domestic sales and current
operating income decreased respectively by 7.3% and 38.4% (respectively
by 7.1% and 32.0% in the second quarter). In the United States, the
softness of the residential market drove a 12.7% decline in shipments,
while in Canada, sales volumes were up 1.9%. Cost reduction actions and
prices remaining firm in the United States and increasing in Canada
partially mitigated the combined impact of rising costs, notably energy
costs, and significantly reduced volumes. The weaker US Dollar had a
negative impact of 87 million euros on sales and 8 million euros on
current operating income for the first half.
EMERGING MARKETS
Sales:
EUR 3,548 million at end of June 2008
(EUR 2,617 million in 2007)
EUR 1,942 million in the second quarter of 2008
(EUR 1,448 million in 2007)
Current operating income:
EUR 923 million at end of June 2008
(EUR 578 million in 2007)
EUR 569 million in the second quarter of 2008
(EUR 382 million in 2007)
Sales of our operations in emerging markets grew by 35.6% (by 34.1% in
the second quarter), benefiting from strong organic growth in most of
our markets that experienced sustained demand in a favorable
supply-demand environment and from the impact of the Orascom Cement
acquisition. In all these regions, sales experienced double-digit growth
rates at constant scope and exchange rates. Current operating income in
these markets went up 59.7% to 923 million euros (up 49.0% in the second
quarter), reflecting the good performance of all our regions, notably
Central and Eastern Europe, Latin America and Asia and the impact of the
consolidation of the Orascom Cement operations. For these regions, at
constant scope and exchange rates, sales and current operating income
increased strongly by respectively 21.0% and 31.0% (respectively by
22.2% and 21.5% in the second quarter).
In the Middle East, our domestic
sales at constant scope and exchange rates grew substantially (up 17.2%
for the first six months of the year and up 17.8% in the second
quarter), benefiting mainly from pricing gains in Jordan. Price
increases were implemented in a context of a strong rise in energy
costs, notably in Jordan leading to a stable current operating income
from our legacy operations compared to last year. The acquisition of
Orascom Cement had a strong positive impact on the results. Construction
demand and pricing showed continued strength in key markets, notably in
Egypt. In Iraq, market dynamics remain very positive although the
on-going development of the distribution network limited the benefit of
the new plant production in the first half. In Egypt, we finalized on
May 6 the disposal of our ownership interest in the joint venture we
previously managed with Titan. The results of the region consequently
include only four months of results for this joint venture.
Sustained market trends in Central and
Eastern Europe led to a further improvement in sales and current
operating income. At constant scope and exchange rates, domestic sales
grew by 35.1% (35.2% in the second quarter) and current operating income
was up 51.1% (up 36.9% in the second quarter). Strong demand from all
construction sectors combined with pricing gains, notably in Russia, and
excellent operational performance drove these strong results. In the
second quarter, some volumes were temporarily reduced in Poland as
certain infrastructures projects were postponed due to administrative
reasons.
In Latin America, domestic sales
grew by 20.2% at constant scope and exchange rates (22.1% in the second
quarter). Driven by good market trends, our volumes and prices grew in
most countries. At constant scope and exchange rates, the current
operating income for the region increased 44.0% (36.4% in the second
quarter), mainly driven by a price recovery in Brazil, due to strong
market growth.
In Africa, sales grew strongly,
driven by both the impact of the Orascom Cement acquisition, and good
market trends in most countries (domestic sales grew 13.2% at constant
scope and exchange rates in the first six months of the year and in the
second quarter). Solid market demand and good pricing trends in a
context of tight supply-demand balance helped to improve results,
despite the significant increase in energy costs in most countries and
short-term strikes in Algeria. At constant scope and exchange rates, the
current operating income grew 12.6% (4.2% in the second quarter).
Morocco was the main contributor to this improvement, benefiting from
positive market conditions, strong industrial performance and efficient
control over costs. The Kenya market was hampered in January and
February by the post-election situation but since then has recovered,
allowing for improved results in the second quarter.
At constant scope and exchange rates, in Asia,
domestic sales and current operating income were up strongly (14.0% and
37.0% respectively in the first half of the year; up 13.9% and 32.9% in
the second quarter). In China, the exceptionally harsh weather in the
first quarter and the impact of the Sichuan earthquake in the second
quarter temporarily affected our volumes. Nevertheless, despite this
volume trend and rising energy costs, positive pricing trends and
closure of wet process lines contributed to solid increase in earnings.
In South Korea, some pricing gains and cost control mitigated the rising
costs and volumes softness in the second quarter, allowing for some
improvement in the results. India, benefiting from good market trends,
good plant performance and tight cost control, also contributed
significantly to the higher results of the region. In Malaysia, in a
context of high inflation on costs, the government lifted the price
control effective June 5 2008, allowing some pricing gains in June that
mitigated the impact of rising energy costs. Volumes in this country
grew solidly, led by the commencement of certain projects under the 9th
Malaysian Plan.
Aggregates & Concrete
6 months 2nd quarter
(million euros)
2008
2007
% Var.
% Var.atconstantscopeandexchangerates 2008
2007
% Var.
% Var. atconstantscopeandexchange
rates
Sales before elimination of inter-divisional sales
2,933
3,002
- 2.3
%
+ 0.4
%
1,699
1,724
- 1.5
%
+ 1.1
%
Current operating income
237
244
- 2.9
%
- 0.7
%
211
226
- 6.6
%
- 3.9
%
AGGREGATES AND OTHER RELATED PRODUCTS
Sales:
EUR 1,389 million at end of June 2008
(EUR 1,462 million in 2007)
EUR 853 million in the second quarter of 2008
(EUR 900 million in 2007)
Current operating income:
EUR 115 million at end of June 2008
(EUR 124 million in 2007)
EUR 132 million in the second quarter of 2008
(EUR 142 million in 2007)
Solid pricing trends combined with strict cost control largely mitigated
the impact of the decline in volumes, primarily caused by the slowdown
in the United States, Spain and the United Kingdom, rising energy and
transport costs and unfavorable exchange rates.
In Western Europe, good pricing
trends and strict cost control offset most of the impact of market
softness in Spain and in the United Kingdom and strong rise in energy
and transport cost.
In North America, strict cost
control and improved prices partly compensated the volume decline
resulting from soft markets in the United States and from the poor
weather conditions in the first half of the year, especially in Canada.
Elsewhere in the world, results
were up, driven by improved pricing and cost containment, with
particularly good volumes in Romania and Brazil.
CONCRETE AND OTHER RELATED PRODUCTS
Sales:
EUR 1,760 million at end of June 2008
(EUR 1,768 million in 2007)
EUR 964 million in the second quarter of 2008
(EUR 953 million in 2007)
Current operating income:
EUR 122 million at end of June 2008
(EUR 120 million in 2007)
EUR 79 million in the second quarter of 2008
(EUR 84 million in 2007)
Solid pricing, increased share of value-added products and strict cost
control helped offset volume declines mainly in the United States, Spain
and the United Kingdom and unfavorable impact of exchange rates.
In Western Europe, strong cost
control and price improvement mostly offset the volume impact of a
softer demand in Spain and in the United Kingdom.
In North America, improved prices
and tight cost management more than offset the effect of the market
slowdown in the United States and of poor weather in the first half of
the year, especially in Canada.
Elsewhere in the world, we enjoyed
substantial growth in Central and Eastern Europe and in Latin America.
Strong pricing and cost control overall led to improved results.
Gypsum 6 months
2nd quarter
(million euros)
2008 2007 % Var. % Var. atconstant scope and exchange
rates 2008 2007 % Var. % Var. atconstant scope and exchange
rates
Sales before elimination of interdivisional sales
801
826
- 3.0%
+ 2.2%
403
411
- 1.9%
+ 3.8%
Current operating income
31
82
- 62.2%
- 59.6%
11
36
- 69.4%
- 66.4%
Gypsum’s results were affected by the
downturn in the United States where volumes and prices continued to
decrease compared to last year. Elsewhere, price increases partly
mitigated the sharp rise in energy and transport costs.
WESTERN EUROPE
Sales:
EUR 477 million at end of June 2008
(EUR 473 million in 2007)
EUR 237 million in the second quarter of 2008
(EUR 235 million in 2007)
Current operating income:
EUR 44 million at end of June 2008
(EUR 54 million in 2007)
EUR 17 million in the second quarter of 2008
(EUR 26 million in 2007)
The current operating income was adversely affected by one-off start up
costs of our new plant in the United Kingdom and higher energy and
transport costs.
NORTH AMERICA
Sales:
EUR 93 million at end of June 2008
(EUR 146 million in 2007)
EUR 45 million in the second quarter of 2008
(EUR 67 million in 2007)
Current operating income:
EUR -32 million at end of June 2008
(EUR 7 million in 2007)
EUR -17 million in the second quarter of 2008
(EUR -2 million in 2007)
Despite our improved cost position, the current operating income was
severely impacted by the unfavorable market conditions that led to lower
prices compared to the first half of last year. Please note that, as for
all countries, the current operating income includes Lafarge corporate
cost allocation.
OTHER COUNTRIES
Sales:
EUR 231 million at end of June 2008
(EUR 207 million in 2007)
EUR 121 million in the second quarter of 2008
(EUR 109 million in 2007)
Current operating income:
EUR 19 million at end of June 2008
(EUR 21 million in 2007)
EUR 11 million in the second quarter of 2008
(EUR 12 million in 2007)
In other countries, results remained stable partly thanks to our new
capacities in Romania and Ukraine and despite the sharp increase in
energy costs.
Other income statement items
Other elements of the operating income
EUR 136 million at end of June 2008
(EUR 82 million in 2007)
EUR 161 million in the second quarter of 2008
(EUR -26 million in 2007)
Gains on disposals, net, amounted to 191 million euros in the first half
of 2008 as compared to a gain of 164 million euros last year. In 2008,
this is primarily the gain on the sale of our ownership interest in the
joint venture we previously managed with Titan in Egypt, effective on
May 6 (184 million euros). In 2007, it included mainly the gain realized
on the sale of our participation interest in a joint venture operating
in Turkey in February 2007.
Other operating expenses amounted to 55 million euros, compared to
82 million euros in 2007, mainly related to casualty losses and the
adjustment of 36 million euros of the provision relating to a fine
imposed on European gypsum activities in 2002, following a decision of
the European Court of First Instance on July 8 this year.
Finance costs
EUR 390 million at end of June 2008
( EUR 244 million in 2007)
EUR 200 million in the second quarter of 2008
( EUR 96 million in 2007)
Financial expenses on net indebtedness increased by 52%, from 257
million euros in 2007 to 390 million euros in 2008. This increase is
mainly due to the acquisition of Orascom on January 23, 2008. The debt
part for this acquisition was financed through a credit facility
underwritten by three banks prior to the acquisition. The syndication of
this credit facility was completed in February 2008.
The average interest rate on our gross debt was 5.3% during the first
half of 2008 as compared to 5.8% in the first half of 2007, favourably
impacted by the weight of the short-term floating rate drawings under
the Orascom acquisition facility. This acquisition debt, which has an
average maturity of 3 years, is planned to be progressively refinanced
by medium and long term debt issuances. 1.5 billion euros was refinanced
on May 28 through the issuance of two bonds of 750 million euros each,
bearing an average interest rate of 6% with maturities of 3 and 7 years.
Foreign exchange resulted in a gain of 38 million euros (1 million euros
in 2007) reflecting in particular gains on cash positions held in euros
in foreign subsidiaries.
Other finance costs increased to 38 million euros, compared to gains of
12 million euros in the first half of 2007. This increase mainly relates
to financing costs of the Orascom acquisition and additional interest on
the legal provision adjustment for the 2002 gypsum case mentioned above.
Income from associates
EUR 1 million at end of June 2008
( EUR 27 million in 2007)
EUR 17 million in the second quarter of 2008
( EUR 15 million in 2007)
Our 35% stake in the new Roofing affiliate negatively contributed
21 million euros, compared to a positive 2 million euros in the first
half of 2007 (the disposal of our majority stake was effective only as
of the end of February 2007). The contribution of the roofing entity is
affected by soft markets in the United States and in Germany and by high
financing costs.
Income tax
EUR 275 million at end of June 2008
( EUR 307 million in 2007)
EUR 213 million in the second quarter of 2008
( EUR 256 million in 2007)
The effective tax rate is 20% vs. 25% in 2007. In 2007 the low taxation
of the gain on the sale of our Turkish assets favorably impacted the tax
rate. In 2008, our effective tax rate is favorably impacted by the
acquisition of Orascom operations, which benefit from tax exemptions in
several countries (-4% impact on the Group’s
effective tax rate). The low taxation of the gain on the sale of our
participation in the joint venture we previously managed with Titan in
Egypt (3 million euros) also contributed positively.
Income from discontinued operations
EUR 0 million at end of June 2008
( EUR 131 million in 2007)
EUR 0 million in the second quarter of 2008
( EUR 0 million in 2007)
In compliance with IFRSs guidance, the Roofing division, following its
divestment on February 28, 2007, was presented in the 2007 Group’s
profit and loss statement until this date as discontinued operations.
The gain on the disposal, net of tax, realized in 2007 was also included
in this line.
In 2008, no asset is classified as discontinued operations.
Minority interests
EUR 172 million at end of June 2008
( EUR 115 million in 2007)
EUR 103 million in the second quarter of 2008
( EUR 80 million in 2007)
The increase in minority interests is mainly due to a scope effect
attributable to the Egyptian and Iraqi operations of Orascom. The impact
of improved results in Morocco, Romania, Russia and Serbia were offset
by our purchase of some minority interests’
stake in Heracles Cement.
Net income, Group share
EUR 911 million at end of June 2008
( EUR 934 million in 2007)
EUR 761 million in the second quarter of 2008
( EUR 572 million in 2007)
Adjusted for the net gains realized on the disposals of Turkish assets
and Roofing division in the first quarter of 2007, for the net gain on
the disposal of our participation interest in the joint-venture with
Titan in Egypt in the second quarter of 2008, and for the legal
provision adjustment for the 2002 Gypsum case, net income for the first
half of the year increased by 14.9% (or 100 million euros), reflecting
improved operational performance partly offset by the additional finance
costs incurred on the acquisition debt of Orascom Cement.
The Orascom acquisition, including the after tax cost of its financing,
had a positive impact on net profit.
Earnings per share
EUR4.75 at end of June 2008
( EUR5.38 in 2007)
EUR3.96 in the second quarter of 2008
( EUR3.31 in 2007)
Adjusted for the net gains realized on the disposals of Turkish assets
and Roofing division in 2007, of our participation in the joint-venture
with Titan in Egypt in the second quarter of 2008 and for the legal
provision adjustment for the 2002 Gypsum case, our earnings per share
increased by 4% in the first half, compared to last year, slightly
decreasing, by 2%, in the second quarter. The improved operating
performance and the positive impact on net results of the Orascom
acquisition offset the effect of the increased number of shares. The
average number of shares outstanding during the first half of 2008 was
191.8 million compared to 173.7 million in the same period of 2007. This
increase reflects the impact from January 23 of the reserved capital
increase as part of the acquisition of Orascom operations.
Cash flow statement Net cash provided by operating activities in the first half,
increased by €43 million to €482 million
(€439 million at the end of June 2007).
This increase reflects improved operating results partly offset by
increased payments for financial expenses, mainly related to the
acquisition debt for Orascom cement.
Net cash used in investing activities amounted to €6,656
million (vs. net cash provided by investing activities of €765
million in the first half of 2007).
External development reflects mainly the acquisition of Orascom Cement
on January 23. The total acquisition price of 8.3 billion euros (before
deducting the acquired cash and including the acquisition of the
remaining 50% stake in Grupo GLA from the former partner of Orascom) was
financed through the issuance of 22.5 million shares for 2.5 billion
euros and of a syndicated credit facility. For accounting purposes, the
share issuance is considered as a non-cash transaction and therefore not
reflected in the consolidated statement of cash flows.
Sustaining capital expenditures decreased slightly, to 353 million euros
(389 million euros in the first half of 2007).
Capital expenditures for new capacity increased by 97%, to 663 million
euros (336 million euros in the first half of 2007), reflecting mainly
the acceleration of our internal development program in cement. These
expenditures include major cement projects such as the extension of our
capacities in China (42 million euros), the United States (34 million
euros), Eastern India (31 million euros), South Africa (28 million
euros), Poland (25 million euros), Ecuador (19 million euros), Morocco
(19 million euros), Russia (11 million euros), Zambia (11 million
euros), Chile (3 million euros), the reconstruction of our Aceh plant in
Indonesia (25 million euros) and investments in the new capacities of
Orascom Cement (134 million euros).
Disposals of 321 million euros (2,387 million euros in the first half of
2007, primarily related to the sale of our Roofing Division to PAI
Partners for 2.1 billion euros) mainly reflected the sale of our
ownership interest in the joint venture we previously managed with Titan
in Egypt, effective on May 6 (309 million euros before deducting the
cash position of the company disposed of).
Balance sheet statement At June 30, 2008 total equity stood at €13,902
million (€12,077 million at the end of
December 2007) and net debt at €17,323
million (€8,685 million at the end of
December 2007).
The increase in equity reflects in particular the impact of the reserved
share issuance related to the Orascom operations acquisition (2.5
billion euros), lowered by the non cash impact of translating our
foreign subsidiaries assets into euros (negative impact of 1.0 billion
euros in our equity), and dividend payments (0.9 billion euros).
The increase of 8.6 billion euros of the net consolidated debt mainly
results from the debt financed portion of the Orascom acquisition, the
1.8 billion euros of net debt assumed, funding for the dividend payment
and the usual seasonality effect on our working capital requirement.
Outlook for 2008
We maintain our positive market outlook for the full year, with
continued growth in emerging markets and a stronger than expected
volume slowdown in some developed markets (United States, Spain, UK).
The fundamentals of our sector remain sound. There are considerable
construction and infrastructure needs in emerging markets. We
anticipate further growth in the world demand for cement. Lafarge is
well armed to make the difference in 2008.
We foresee another year of growth in our Aggregates & Concrete
business.
In light of further inflation in energy and transport, we continue to
take all necessary steps to preserve our margins.
Additionally, the cost reduction program will continue to generate
substantial savings in 2008. The initial target of €340
million will be exceeded to reach more than €400
million by the end of 2008.
We expect another increase in our earnings in 2008.
We confirm our 2010 targets of earnings per share of more than €15,
ROCE after tax of more than 12% and free cash flow of more than €3.5
billion.
This report may contain forward-looking statements. Such forward-looking
statements do not constitute forecasts regarding the Company’s
results or any other performance indicator, but rather trends or
targets, as the case may be. These statements are by their nature
subject to risks and uncertainties as described in the Company’s
annual report available on its Internet website (www.lafarge.com).
These statements do not reflect future performance of the Company, which
may materially differ. The Company does not undertake to provide updates
of these statements.
More comprehensive information about Lafarge may be obtained on its
Internet website (www.lafarge.com),
under Regulated Information.
3. Consolidated financial statements Consolidated statements of income
6 months
2nd quarter
December 31, (million euros, except per share data) 2008 2007 2008 2007 2007
Revenue 9,069 8,385 5,069 4,690 17,614
Cost of sales
(6,609)
(6,182)
(3,523)
(3,254)
(12,700)
Selling and administrative expenses
(849)
(843)
(447)
(421)
(1,672)
Operating income before capital gains, impairment, restructuring
and other 1,611 1,360 1,099 1,015 3,242
Gains on disposals, net
191
164
189
16
196
Other operating income (expenses)
(55)
(82)
(28)
(42)
(149)
Operating income 1,747 1,442 1,260 989 3,289
Finance costs
(504)
(327)
(268)
(137)
(652)
Finance income
114
83
68
41
126
Income from associates
1
27
17
15
-
Income from continuing operations before income tax 1,358 1,225 1,077 908 2,763
Income tax
(275)
(307)
(213)
(256)
(725)
Net income from continuing operations
1,083
918
864
652
2,038
Net income / (loss) from discontinued operations
-
131
-
-
118
Net income 1,083 1,049 864 652 2,156
Out of which : Group share 911 934 761 572 1,909
Minority interests
172
115
103
80
247
Earnings per share Net income - Group share
Basic earnings per share
4.75
5.38
3.96
3.31
11.05
Diluted earnings per share
4.71
5.30
3.92
3.26
10.91
From continuing operations
Basic earnings per share
4.75
4.62
3.96
3.31
10.37
Diluted earnings per share
4.71
4.55
3.92
3.26
10.24
From discontinued operations
Basic earnings per share
-
0.76
-
-
0.68
Diluted earnings per share
-
0.75
-
-
0.67
Basic average number of shares outstanding (in thousands) 191,833 173,670
-
-
172,718
The accompanying notes are an integral part of these consolidated
financial statements.
Consolidated balance sheets (million euros)
June 30,
At December 31, 2008 2007 2007 ASSETS
NON CURRENT ASSETS 31,191 21,135 21,490
Goodwill
14,101
7,604
7,471
Intangible assets
480
408
472
Property, plant and equipment
14,863
11,499
11,904
Investments in associates
328
361
331
Other financial assets
1,196
1,023
1,096
Derivative instruments - assets
44
36
5
Deferred income tax assets
179
204
211
CURRENT ASSETS 8,069 7,703 6,818
Inventories
2,100
1,709
1,761
Trade receivables
3,109
3,322
2,515
Other receivables
1,356
1,188
1,061
Derivative instruments - assets
110
59
52
Cash and cash equivalents
1,394
1,425
1,429
TOTAL ASSETS 39,260 28,838 28,308
EQUITY & LIABILITIES
Common stock
782
709
691
Additional paid-in capital
8,446
6,477
6,019
Treasury shares
(58)
(410)
(55)
Retained earnings
4,538
3,436
4,411
Other reserves
(218)
129
36
Foreign currency translation
(1,034)
244
(104)
Shareholders’ equity - parent company 12,456 10,585 10,998
Minority interests
1,446
1,147
1,079
EQUITY 13,902 11,732 12,077 NON CURRENT LIABILITIES 18,895 11,699 10,720
Deferred income tax liability
850
661
695
Pension & other employee benefits liabilities
713
851
724
Provisions
958
1,042
928
Long-term debt
16,346
9,107
8,347
Derivative instruments - liabilities
28
38
26
CURRENT LIABILITIES 6,463 5,407 5,511
Pension & other employee benefits liabilities
60
87
79
Provisions
164
83
201
Trade payables
1,760
1,649
1,732
Other payables
1,761
1,587
1,553
Income tax payable
221
181
148
Short term debt and current portion of long-term debt
2,431
1,795
1,762
Derivative instruments - liabilities
66
25
36
TOTAL EQUITY AND LIABILITIES 39,260 28,838 28,308
The accompanying notes are an integral part of these consolidated
financial statements.
Consolidated statements of cash flows
6 months
2nd quarter
December 31, (million euros) 2008
2007 2008
2007 2007 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income 1,083 1,049 864 652 2,156 Net income / (loss) from discontinued operations - 131 - - 118 Net income from continuing operations 1,083 918 864 652 2,038 Adjustments for income and expenses which are non cash or not
related to operating activities, financial expenses or income taxes:
Depreciation and amortization of assets
505
468
252
238
941
Impairment losses
30
6
29
3
13
Income from associates
(1)
(27)
(17)
(15)
-
(Gains) on disposals, net
(191)
(164)
(189)
(16)
(196)
Finance costs (income)
390
244
200
96
526
Income taxes
275
307
213
256
725
Others, net
43
(71)
37
25
(238)
Change in operating working capital items, excluding financial
expenses and income taxes (see analysis below)
(980)
(845)
(576)
(616)
(79)
Net operating cash generated by continuing operations before
impacts of financial expenses and income taxes 1,154 836 813 623 3,730
Cash payments for financial expenses
(398)
(178)
(200)
(13)
(478)
Cash payments for income taxes
(274)
(193)
(118)
(124)
(550)
Net operating cash generated by continuing operations 482 465 495 486 2,702 Net operating cash generated by discontinued operations - (26) - - (26) Net cash provided by operating activities 482 439 495 486 2,676
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
Capital expenditures
(1,051)
(796)
(617)
(439)
(2,113)
Investment in subsidiaries and joint ventures (1)
/ (3)
(5,891)
(432)
(209)
(341)
(604)
Investment in associates
(8)
(221)
(8)
-
(225)
Investment in available for sale investments
(3)
(153)
(3)
(150)
(228)
Disposals (2)
321
2,387
300
42
2,492
Net decrease in long-term receivables
(24)
(5)
(10)
(11)
(10)
Net cash provided by (used in) investing activities from
continuing operations (6,656) 780 (547) (899) (688) Net cash provided by (used in) investing activities from
discontinued operations - (15) - - (15) Net cash provided by (used in) investing activities (6,656) 765 (547) (899) (703)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from issuance of common stock (3)
12
44
7
27
76
Minority interests' share in capital increase/(decrease) of
subsidiaries
11
23
11
19
(23)
(Increase)/decrease in treasury shares
(3)
(338)
(10)
(8)
(505)
Dividends paid
(784)
(521)
(784)
(521)
(521)
Dividends paid by subsidiaries to minority interests
(73)
(100)
(59)
(95)
(131)
Proceeds from issuance of long-term debt
8,115
882
2,633
812
1,279
Repayment of long-term debt
(357)
(1,165)
(73)
-
(2,239)
Increase (decrease) in short-term debt
(691)
193
(1,582)
148
359
Net cash provided by (used in) financing activities from
continuing operations 6,230 (982) 143 382 (1,705) Net cash provided by (used in) financing activities from
discontinued operations - 41 - - 41 Net cash provided by (used in) financing activities 6,230 (941) 143 382 (1,664)
The accompanying notes are an integral part of these consolidated
financial statements.
6 months
2nd quarter
December 31, (million euros) 2008
2007 2008
2007 2007 Increase / (decrease) in cash and cash equivalents from
continuing operations 56 263 91 (31) 309
Net effect of foreign currency translation on cash and cash
equivalents
(91)
7
(9)
12
(35)
Cash and cash equivalents at beginning of year
1,429
1,155
1,312
1,444
1,155
Cash and cash equivalents at end of the year 1,394 1,425 1,394 1,425 1,429 (1) Net of cash and cash equivalents of companies acquired 283 8 47 4 10 (2) Net of cash and cash equivalents of companies disposed of 28 16 28 - 16
(3) The provisional Orascom Cement purchase price of 8,338
million euros is shown net of the capital increase subscribed by the
major shareholders of OCI in relation with this acquisition (2,492
million euros) on the line "investment in subsidiaries and joint
ventures". The share issuance is considered as a non-cash
transaction and therefore not reflected on the line "Proceeds from
issuance of common stock". Please refer to Note 3.
SUPPLEMENTAL DISCLOSURES Analysis of changes in operating working capital items
(Increase) in inventories
(239)
(81)
(110)
(35)
(201)
(Increase) in trade receivables
(577)
(626)
(469)
(595)
126
(Increase) / decrease in other receivables –
excluding financial and income taxes receivables
(69)
(9)
(59)
15
5
Increase / (decrease) in trade payables
(66)
14
10
99
131
Increase / (decrease) in other payables –
excluding financial and income taxes payables
(29)
(143)
52
(100)
(140)
The accompanying notes are an integral part of these consolidated
financial statements.
Consolidated statements of changes in equity
Outstanding shares
of which: Treasury shares
Common stock Additional paid-in capital
Treasury shares
Retained earnings
Other reserves
Foreign currency translation
Share-holders’ equity –
Parent company
Minority interests
Equity
(number of shares) (million euros) Balance at January 1, 2007 176,625,142 1,372,260
707 6,420 (72) 3,023 31 205 10,314 1,380 11,694 Income and expenses recognized directly in equity - - - - - 98 39 137 2 139
Net income
934
934
115
1,049 Total recognized income and expense for the period - -
- - - 934 98 39 1,071 117 1,188
Dividends
(521)
(521)
(123)
(644)
Issuance of common stock (exercise of stock options)
527,254
2
42
44 44
Share based payments
15
15 15
Treasury shares
2,955,814
(338)
(338) (338)
Other movements – minority interests
-
(227)
(227) Balance at June 30, 2007 177,152,396 4,328,074
709 6,477 (410) 3,436 129 244 10,585 1,147 11,732
Balance at January 1, 2008 172,564,575 657,233
691 6,019 (55) 4,411 36 (104) 10,998 1,079 12,077 Income and expenses recognized directly in equity - - - - - - (254) (930) (1,184) (85) (1,269)
Net income
911
911
172
1,083 Total recognized income and expense for the period - -
- - - 911 (254) (930) (273) 87 (186)
Dividends
(784)
(784)
(97)
(881)
Issuance of common stock (exercise of stock options)
162,493
1
11
12 12
Issuance of common stock
22,500,000
90
2,402
2,492 2,492
Share based payments
14
14 14
Treasury shares
42,872
(3)
(3) (3)
Other movements – minority interests
-
377
377 Balance at June 30, 2008 195,227,068 700,105
782 8,446 (58) 4,538 (218) (1,034) 12,456 1,446 13,902
The accompanying notes are an integral part of these consolidated
financial statements.
Consolidated statement of income and expenses
June 30, 2008
June 30, 2007
December 31, 2007
(million euros) Group share Minority interests Total Group share Minority interests Total Group share Minority interests Total Net income 911 172 1,083 934 115 1,049 1,909 247 2,156
Available for sale investments
(217)
-
(217)
59
-
59
(29)
-
(29)
Cash-flow hedge instruments
54
-
54
21
-
21
12
-
12
Actuarial gains / (losses)
(88)
-
(88)
45
(1)
44
34
(1)
33
Deferred taxes and others
(3)
-
(3)
(27)
-
(27)
(12)
-
(12)
Change in translation adjustments
(930)
(85)
(1,015)
39
3
42
(309)
(45)
(354)
Income and expenses recognized directly in equity (1,184) (85) (1,269) 137 2 139 (304) (46) (350)
Total recognized income and expense for the period (273) 87 (186) 1,071 117 1,188 1,605 201 1,806
The accompanying notes are an integral part of these consolidated
financial statements.
The available for sale investments variation mainly relates to the
change in the fair value of the shares of Cimentos de Portugal (CIMPOR),
based on the market value as of June 30, 2008. The difference with the
historical cost, considered by the Group as temporary, is -111 million
euros.
Notes to the consolidated financial statements Note 1. Business description
Lafarge S.A. is a French limited liability company (société anonyme)
governed by French law. Our commercial name is "Lafarge”.
The company was incorporated in 1884 under the name "J
et A Pavin de Lafarge”. Currently, our
by-laws state that the duration of our company is until December 31,
2066, and may be amended to extend our corporate life. Our registered
office is located at 61 rue des Belles Feuilles, 75116 Paris, France.
The company is registered under the number "542105572
RCS Paris” with the registrar of the Paris
Commercial Court (Tribunal de Commerce de Paris).
The Group organizes its operations into three divisions: Cement,
Aggregates & Concrete and Gypsum.
The Group’s shares have been traded on the
Paris stock exchange since 1923 and have been a component of the French
CAC-40 market index since its creation, and also included in the SBF 250
index.
As used herein, the terms "Lafarge S.A.”
or the "parent company”
refer to Lafarge "a société anonyme”
organized under French law, without its consolidated subsidiaries. The
terms the "Group”
or "Lafarge” refer
to Lafarge S.A. together with its consolidated companies.
The Board of Directors examined these interim financial statements on
July 31, 2008.
Note 2. Summary of significant accounting policies
The half year Group consolidated financial statements at June 30, 2008
have been prepared in accordance with International Accounting Standard
(IAS) 34 Interim Financial Reporting. They do not include all the
IFRS required information and should therefore be read in connection
with the 2007 annual report.
The accounting policies retained for the preparation of the half year
consolidated financial statements are compliant with the International
Financial Reporting Standards ("IFRS”)
as endorsed by the European Union as at June 30, 2008 and available on http://ec.europa.eu/internal_market/accounting/ias_fr.htm#
adopted-commission.
(Due to its length, this URL may need to be copied/pasted into your
Internet browser's address field. Remove the extra space if one exists.)
These accounting policies are consistent with the ones applied by the
Group at December 31, 2007 and described in the Note 2 of the 2007
annual report, with the exception of IFRIC 11 IFRS 2 - Group and
treasury shares transactions. This interpretation has no impact on the
Group consolidated financial statements.
These accounting policies do not differ from the IFRS published by the
IASB as the interpretations of existing standards, presented hereafter,
with an effective application as at January 1, 2008 and once approved by
the European Union, will not have any impact on the Group consolidated
financial statements:
IFRIC 12, Service Concession Arrangements
IFRIC 14 IAS 19, The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction
Standards, amendments and Interpretations to existing standards that are
not yet effective have not been early adopted by the Group.
The measurement procedures used for the interim condensed consolidated
financial statements are the followings:
Interim period income tax expense results from the estimated annual
Group effective income tax rate applied to the pre-tax result of the
interim period excluding unusual material items. This estimated annual
tax rate takes into consideration, in particular, the expected impact
of tax planning operations. The income tax charge related to any
unusual item of the period is accrued using its specific applicable
taxation (i.e. specific taxation for gains on disposals).
Compensation costs recorded for stock options, employee benefits are
included on a prorate basis of the estimated costs for the year.
Note 3. Significant operations 3.1 – Acquisition of Orascom Cement
On January 23, 2008, the Group acquired 100% of the share capital and
voting rights of the Orascom Building Materials Holding S.A.E ("Orascom
Cement”). Orascom Cement is a leading cement
manufacturer in the emerging markets (Egypt, Algeria, the United Arab
Emirates and Iraq), and has strategic positions in other fast-growing
markets in the region: Saudi Arabia, Syria and Turkey.
Details of provisional net assets acquired and goodwill are as follows:
(Million euros)
Provisional purchase price consideration
8,338
Provisional fair value of net assets acquired
1,122
Provisional goodwill at June 30, 2008 7,216
The purchase price is provisional and could still be adjusted to take
into account the terms of the acquisition contract signed between
Lafarge and Orascom Cement shareholders. It has increased during the
second quarter further to the acquisition of Grupo GLA.
The provisional purchase price consideration as per June 30, 2008, is
determined as follows:
Price paid in cash to Orascom Cement shareholders: 5,790 million euros
at end of June 2008 including the provisional effect of contractual
price adjustments and the price paid related to Grupo GLA (50% paid to
Orascom Cement shareholders and 50% paid to the former partner of
Orascom Cement) (effective date of acquisition: April 1st,
2008);
Fair value of 22,500,000 new shares issued for the major shareholders
of OCI, calculated on the basis of Lafarge’s
share price at the acquisition date (market closing price: 110.76
euros per share): 2,492.1 million euros;
Provisional costs directly related to the acquisition: 56 million
euros.
The consolidated statement of cash flows only reflects the part of the
price paid in cash and the acquisition-related costs on the line "investment
in subsidiaries and joint ventures”. The
share issuance is considered as a non-cash transaction and therefore not
reflected in the consolidated statement of cash flows.
The goodwill is mainly attributable to the high profitability of the
acquired business, market shares and to the expected synergies in terms
of industrial performance and logistics network which are not separately
recognized.
The Orascom Cement businesses contributed revenues of 639 million euros
and net income (Group share) of 154 million euros to the Group for the
period from January 23, 2008 to June 30, 2008.
The table below presents Group’s revenues,
net income and main financial indicators if the acquisition had occurred
on January 1st, 2008 (the amounts have been
determined assuming the fair value adjustments as at January 23, 2008
would have been the same as at January 1, 2008):
(millions euros)
6 months period from January 1st 2008 to
30 June 2008
Revenue
9,120
Operating income before capital gains, impairment, restructuring and
other
1,637
Operating income
1,773
Finance income / (loss) net
(411)
Net income - Group share
910
Basic earnings per share (Group share)
4,68
The provisional fair value of assets and liabilities arising from the
acquisition are as foolows:
(millions euros)
Fair value
Carrying value prior to acquisition (1)
Intangible assets
33
71
Property, plant and equipment
3,323
2,425
Inventories
216
212
Trade receivables
90
91
Other assets
266
260
Cash and cash equivalents
259
259
Provisions
(37)
(9)
Debt
(2,035)
(2,035)
Trade payables
(158)
(158)
Other liabilities
(426)
(258)
Minority interests
(409)
(225)
Total net assets acquired
1,122
633
Purchase consideration settled in cash
5,790
Purchase consideration settled in shares
2,492
Acquisition costs
56
Provisional purchase price
8,338
Cash and cash equivalents acquired
(259)
Purchase consideration settled in shares
(2,492)
Cash outflow on acquisition
5,587
(1) corresponds to the carrying amounts of the
assets and liabilities as of January 22, 2008 of the subsidiaries of
Orascom Cement consolidated as of June 30, 2008.
The figures have been converted to € using the closing rates at January 22, 2008
3.2 – Divestment of our stake in Lafarge
Titan Egypt Investments Limited
On May 6, 2008, the Group sold its 50% stake in Lafarge Titan Egypt
Investments Limited, the holding company for our former joint venture
with Titan in Egypt for a net amount of 309 million euros, before
deduction of the cash disposed of, disclosed on the line « Disposals »
in the statement of cash flows. The taxation of the related gain on sale
was limited to 3 million euros, which impacts positively the effective
tax rate of the period.
Note 4. Business segment and geographic area information
Operating segments are defined as components of an enterprise that are
engaged in providing products or services and that are subject to risks
and returns that are different from those of other business segments.
The Group operates in the following three business segments - Cement,
Aggregates & Concrete and Gypsum - each of which represents separately
managed strategic business segments that have different capital
requirements and marketing strategies. Each business segment develops,
manufactures and sells distinct products.
The Cement segment produces and sells a wide range of cement and
hydraulic binders adapted to the needs of the construction industry.
The Aggregates & Concrete segment produces and sells aggregates, ready
mix concrete, other concrete products and other products and services
related to paving activities.
The Gypsum segment mainly produces and sells drywall for the
commercial and residential construction sectors.
Group management internally evaluates its performance based upon
operating income before capital gains, impairment, restructuring and
other, share in net income of associates and capital employed (defined
as the total of goodwill, intangible and tangible assets, investments in
associates and working capital) as disclosed in its business segment and
geographic area information.
Other and holding activities, not allocated to our core business
segments, are summarized in the "other”
segment. Starting 2007, this segment also includes the income from
associates related to our share in Monier (Roofing activity).
The accounting policies applied to segment earnings comply with those
described in Note 2 to the Consolidated Financial Statements of the 2007
annual report.
The Group accounts for intersegment sales and transfers at market prices.
As the Group’s primary segment reporting is
business segment as described above, the secondary information is
reported geographically with revenue presented by region or country of
destination of the revenue.
Following the Orascom Cement acquisition in the first quarter 2008, the
Group adjusted the presentation of its geographical information for all
periods presented:
Western Europe, North America, Central and Eastern Europe, Latin
America and Asia remain unchanged.
The former Mediterranean Basin is transformed into a "Middle
East” region after the reclassification of
Algeria and Morocco to the new "Africa”
which replaces the former Sub-Saharan Africa.
The countries of the ex-Orascom operations will be classified as
follows:
Egypt, Iraq, UAE and Turkey in the Middle East
Algeria and Nigeria in Africa
North Korea and Pakistan in Asia
Spain in Western Europe
(a) Business segment information June 30, 2008 (million euros)
Cement
Aggregates & Concrete
Gypsum
Other
Total
Statement of income
Gross revenue
5,730
2,933
801
18
9,482
Less: intersegment
(396)
(3)
(13)
(1)
(413)
Revenue 5,334 2,930 788 17 9,069
Operating income before capital gains, impairment, restructuring and
other
1,380
237
31
(37)
1,611
Gains on disposals, net
186
1
-
4
191
Other operating income (expenses)
(25)
10
(4)
(36)
(55)
Including impairment on assets and goodwill (29) (1) - - (30) Operating income 1,541 248 27 (69) 1,747
Finance costs
(504)
Finance income
114
Income from associates
7
7
8
(21)
1
Income taxes
(275)
Net income from continuing operations
1,083 Net income from discontinued operations - - - - - Net income
1,083
Other information
Depreciation and amortization
(327)
(121)
(39)
(18)
(505)
Other segment non cash income (expenses) of operating income
(10)
3
(4)
(12)
(23)
Capital expenditures
740
224
59
28
1,051
Capital employed
24,471
5,297
1,539
1,288
32,595
Balance Sheet
Segment assets
28,023
6,748
1,902
1,907
38,580
Of which investments in associates 124 61 114 29 328
Unallocated assets (a)
680
Total Assets
39,260
Segment liabilities
2,632
1,208
375
1,422
5,637
Unallocated liabilities and equity (b)
33,623
Total Equity and Liabilities
39,260
(a) Deferred tax assets, derivative instruments and provisional goodwill
non yet allocated
(b) Deferred tax liability, financial debt, derivatives instruments and
equity
June 30, 2007 (million euros)
Cement
Aggregates & Concrete
Gypsum
Other
Total
Statement of income
Gross revenue
4,974
3,002
826
6
8,808
Less: intersegment
(406)
(5)
(12)
-
(423)
Revenue 4,568 2,997 814 6 8,385
Operating income before capital gains, impairment, restructuring and
other
1,070
244
82
(36)
1,360
Gains on disposals, net
148
2
-
14
164
Other operating income (expenses)
(51)
(22)
(2)
(7)
(82)
Including impairment on assets and goodwill (4) - - (2) (6) Operating income 1,167 224 80 (29) 1,442
Finance costs
(327)
Finance income
83
Income from associates
5
7
13
2
27
Income taxes
(307)
Net income from continuing operations
918 Net income from discontinued operations
-
-
-
131
131 Net income
1,049
Other information
Depreciation and amortization
(289)
(128)
(35)
(16)
(468)
Other segment non cash income (expenses) of operating income
(46)
(13)
(2)
31
(30)
Capital expenditures
457
208
111
20
796
Capital employed
15,703
5,021
1,588
362
22,674
Balance Sheet
Segment assets
18,418
6,008
1,965
2,148
28,539
Of which investments in associates 106 59 105 91 361
Unallocated assets (a)
299
Total Assets
28,838
Segment liabilities
2,291
1,290
363
1,536
5,480
Unallocated liabilities and equity (b)
23,358
Total Equity and Liabilities
28,838
(a) Deferred tax assets and derivative instruments
(b) Deferred tax liability, financial debt, derivatives instruments and
equity
December 31, 2007 (million euros)
Cement
Aggregates & Concrete
Gypsum
Other
Total
Statement of income
Gross revenue
10,280
6,597
1,581
16
18,474
Less: intersegment
(824)
(11)
(25)
-
(860)
Revenue 9,456 6,586 1,556 16 17,614
Operating income before capital gains, impairment, restructuring and
other
2,481
721
116
(76)
3,242
Gains on disposals, net
156
10
-
30
196
Other operating income (expenses)
(128)
(38)
(32)
49
(149)
Including impairment on assets and goodwill (9) (1) (1) (2) (13) Operating income 2,509 693 84 3 3,289
Finance costs
(652)
Finance income
126
Income from associates
13
14
19
(46)
-
Income taxes
(725)
Net income from continuing operations
2,038 Net income from discontinued operations - - - 118 118 Net income
2,156
Other information
Depreciation and amortization
(578)
(258)
(73)
(32)
(941)
Other segment non cash income (expenses) of operating income
(22)
(9)
(15)
56
10
Capital expenditures
1,312
541
201
59
2,113
Capital employed
15,399
4,798
1,482
403
22,082
Balance Sheet
Segment assets
18,094
6,065
1,854
2,027
28,040
Of which investments in associates 115 57 103 56 331
Unallocated assets (a)
268
Total Assets
28,308
Segment liabilities
2,334
1,205
368
1,458
5,365
Unallocated liabilities and equity (b)
22,943
Total Equity and Liabilities
28,308
'(a) Deferred tax assets and derivative instruments
'(b) Deferred tax liability, financial debt, derivatives instruments and
equity
(b) Geographic area information
June 30, 2008
June 30, 2007
December 31, 2007 Revenue
Capital expenditure Segment assets Revenue
Capital expenditure Segment assets Revenue
Capital expenditure
Segment assets (million euros)
Western Europe 3,207 228 11,979 3,181 216 10,974 6,285 606 10,872 Of which: France
1,445
102
4,161
1,375
98
3,509
2,676
264
3,628
United Kingdom
653
63
2,574
734
67
2,776
1,487
196
2,707
Spain
383
23
1,803
368
20
1,002
703
47
994
North America 1,764 215 6,978 2,068 241 7,797 4,780 485 7,177 Of which: United States
991
121
5,107
1,309
177
6,381
2,709
336
5,324
Canada
773
94
1,871
759
64
1,416
2,071
149
1,853
Middle East 630 118 5,454 256 25 961 527 78 878 Central and Eastern Europe 853 118 2,350 643 101 1,739 1,467 290 1,992 Latin America 483 49 1,719 424 24 1,465 876 114 1,502 Africa 1,164 185 6,303 938 91 1,917 1,911 261 1,904 Asia 968 138 3,797 875 98 3,686 1,768 279 3,715 Total 9,069 1,051 38,580 8,385 796 28,539 17,614 2,113 28,040 Note 5. Earnings per share
The computation and reconciliation of basic and diluted earnings per
share from continuing operations for the periods ended June 30, 2008,
June 30, 2007 and December 31, 2007 are as follows:
6 months
December 31,
2008 2007 2007 Numerator (in million euros)
Net income from continuing operations - Group share
911
803
1,791
Denominator (in thousands of shares)
Weighted average number of shares outstanding
191,833
173,670
172,718
Effect of dilutive securities — stock
options
1,497
2,687
2,256
Total potential dilutive shares
1,497
2,687
2,256
Weighted average number of shares outstanding —
fully diluted
193,330
176,357
174,974
Basic earnings per share from continuing operations (euros) 4.75 4.62 10.37 Diluted earnings per share from continuing operations (euros) 4.71 4.55 10.24 Note 6. Debt
The debt split is as follows:
June, 30
December 31,
(million euros) 2008 2007 2007
Long-term debt excluding put options on shares of subsidiaries
16,195
8,901
8,025
Put options on shares of subsidiaries, long-term
151
206
322
Long-term debt 16,346 9,107 8,347
Short-term debt and current portion of long-term debt excluding put
options on shares of subsidiaries
2,068
1,684
1,614
Put options on shares of subsidiaries, short-term
363
111
148
Short-term debt and current portion of long-term debt 2,431 1,795 1,762
Total debt excluding put options on shares of subsidiaries
18,263
10,585
9,639
Total put options on shares of subsidiaries
514
317
470
Total debt 18,777 10,902 10,109 Analysis of debt excluding Put options on shares of subsidiaries
by maturity:
June 30,
December 31,
(million euros) 2008 2007 2007
Repayable in more than five years
5,241
6,700
4,305
Repayable between one and five years
10,954
2,201
3,720
Long-term debt 16,195 8,901 8,025
Short-term debt and current portion of long-term debt
2,068
1,684
1,614
Total debt 18,263 10,585 9,639
At June 30, 2008, 2,073 million euros of short-term debt (mainly
commercial paper and other short-term borrowings) have been classified
as long-term based upon the Group’s ability
to refinance these obligations on a medium and long-term basis using its
committed credit facilities.
This short-term debt that the Group can refinance on a medium and
long-term basis through its committed credit facilities is classified in
the balance sheet under the section « Long-term debt ». The net
variation of this short-term debt is shown in the cash flow statement in
« proceeds from issuance of long-term debt » when it is positive, and in
« repayment of long-term debt » when it is negative. At June 30, 2008,
the net variation of this debt amounted to an increase of 880 million
euros (compared to a decrease of 586 million euros at June 30, 2007 and
1,161 million euros at December 31, 2007).
Financing of Orascom Cement acquisition
The Group entered into a 7.2 billion euros acquisition credit facility
with Calyon, BNP Paribas and Morgan Stanley on December 9, 2007 for the
financing of the cash portion of the acquisition of Orascom Cement, and
the refinancing of part of its existing indebtedness. This credit
facility, which was syndicated in February 2008 with 30 banks
participating to the syndicate, consists in several tranches, maturing
in one year for 1.8 billion euros (reduced to 300 millions euros), two
years for 2.3 billion euros and 5 years for 3.1 billion euros.
Following the purchase of Orascom Cement shares in January 2008 and the
May 2008 partial refinancing, the amount drawn under the acquisition
credit facility stood at 5,668 million euros as at June 30, 2008.
On May 28, 2008, an amount of 1.5 billion euros on tranche A1 (one-year
maturity) of the acquisition credit facility was refinanced by a bond
issue split into 2 tranches of 750 million euros each, the first one
maturing in May 2011 and the second one maturing in May 2015. The net
proceeds of this bond issue were applied to reduce the bank commitments
on tranche A1 of the acquisition credit facility from 1.8 billion euros
down to 300 million euros.
Average spot interest rate
The average spot interest rate of the debt after swaps, as at June 30,
2008, is 5.4% (5.8% as of June 30, 2007 and 5.8% as of December 31,
2007).
Securitization programs
In January 2000, the Group entered into a multi-year securitization
agreement in France with respect to trade receivables. This program was
renewed in 2005 for a 5-year period.
Under the program, the subsidiaries agree to sell on a revolving basis,
some of their accounts receivables. Under the terms of the arrangement,
the subsidiaries involved in these programs do not maintain control over
the assets sold and there is neither entitlement nor obligation to
repurchase the sold receivables. In these agreements, the purchaser of
the receivables, in order to secure his risk, only finance a part of the
acquired receivables as it is usually the case for similar commercial
transactions. As risks and benefits cannot be considered as being all
transferred, these programs do not qualify for derecognition of
receivables, and are therefore accounted for as secured financing.
Trade receivables therefore include sold receivables totaling 265
million euros as of June 30, 2008 (265 million euros as of June 30, 2007
and 265 million euros as of December 31, 2007).
The current portion of debt includes 230 million euros as of June 30,
2008, related to these programs (230 million euros as of June 30, 2007
and 230 million euros as of December 31, 2007).
The agreements are guaranteed by subordinated deposits totaling 35
million euros as of June 30, 2008 (35 million euros as of June 30, 2007
and 35 million euros as of December 31, 2007).
The Group owns no equity share in the special purpose entities.
Put options on shares of subsidiaries
As part of the acquisition process of certain entities, the Group has
granted third party shareholders the option to require the Group to
purchase their shares at predetermined conditions. These shareholders
are either international institutions, such as the European Bank for
Reconstruction and Development, or private investors, which are
essentially financial or industrial investors or former shareholders of
the acquiring entities. Assuming that all of these options were
exercised, the purchase price to be paid by the Group, including debt
and cash acquired, would amount to 556 million euros at June 30, 2008
(506 million euros at December 31, 2007).
Out of the outstanding debt at June 30, 2008, 391 million euros and 61
million euros can be exercised in 2008 and 2009, respectively. The
remaining 104 million euros can be exercised starting 2010.
Put options granted to minority interests of subsidiaries are classified
as debt. Out of the total options granted by the Group, the options
granted to minority interests amounted to 514 million euros at June 30,
2008 (470 million euros at December 31, 2007), the remaining options
were granted on shares of associates or joint ventures.
This specific debt is recorded by reclassifying the underlying minority
interests and recording goodwill in an amount equal to the difference
between the carrying value of minority interests and the value of the
debt (respectively 323 million euros at June 30, 2008 and 306 million
euros at December 31, 2007).
Note 7. Dividends distributed
The following table indicates the dividend amount per share the Group
distributed for the year 2007 in 2008 and the dividend amount per share
distributed for the year 2006 in 2007.
(euros, except total dividend distribution)
2007 approved in 2008
2006 approved in 2007
Total dividend distribution (million euros)
784
521
Base dividend per share
4.00
3.00
Increased dividend per share
4.40
3.30
Note 8. Legal and arbitration proceedings
On July 8, 2008, the Court of First Instance in Luxembourg confirmed the
decision of the European Commission imposing a fine on Lafarge in the
amount of 249,6 million euros for having colluded on market shares and
prices with competitors between 1992 and 1998 for wallboard, essentially
in the United Kingdom and Germany. Lafarge is evaluating the actions to
be taken following this decision.
Following investigations on the German cement market, the German
competition authority, the Bundeskartellamt, announced on April 14,
2003, that it was imposing fines on German cement companies, including
one in the amount of 86 million euros on Lafarge Zement, our German
cement subsidiary for its alleged anti-competitive practices in Germany.
Lafarge Zement believes that the amount of the fine is disproportionate
in light of the actual facts and has brought the case before the Higher
Regional Court, the Oberlandesgericht, in Düsseldorf. On August 15,
2007, Lafarge Zement partially withdrew its appeal and paid an amount of
16 million euros on November 2, 2007. The Court’s
decision related to the remaining part of the appeal is not expected
before 2009. No further payment nor any guarantee is required to be made
or given prior to the court’s decision.
A provision of 300 million euros was recorded in 2002 in connection with
these litigations. Following the payment of 16 million euros by Lafarge
Zement on November 2, 2007, the existing provision has been decreased by
this amount, as at December 31, 2007. The provision was increased by 36
million euros as of June 30, 2008 following the decision of the Court of
First Instance in Luxembourg on July 8, 2008. Additional provisions were
recorded in each of our annual financial statements since 2003 in
relation to the interest on part of these amounts for a total amount of
65 million euros at June 30, 2008.
On December 5, 2007 the Bundeskartellamt notified Lafarge Dachsystem of
its intention to fine the main companies in the roofing business for the
infringement of the German competition rules. This decision follows the
investigations that were carried out by the Bundeskartellamt in the
premises of such companies in November 2006. Since then Lafarge
Dachsystem has been sold to PAI and Partners and Lafarge granted a
guarantee covering the fines, which Lafarge Dachsystem could be exposed
to in the context of these proceedings, to the extent that the alleged
practices took place before the date of the sale. The decision of the
Bundeskartellamt is expected during the course of September 2008. A
provision of 20 million euros was recorded in our financial statements
for the year ended December 31, 2007. It has been adjusted to 17,2
million euros to take into account certain developments.
In late 2005, several class action lawsuits were filed in the United
States District Court for the Eastern District of Louisiana. In their
complaints, plaintiffs allege that our subsidiary, Lafarge North America
Inc., and several other defendants are liable for death, bodily and
personal injury and property and environmental damage to people and
property in and around New Orleans, Louisiana, which they claim resulted
from a barge that allegedly breached the Industrial Canal levee in New
Orleans during or after Hurricane Katrina. Additionally, one of Lafarge
North America Inc.’s insurers, the American
Steamship Owners Mutual P&I Association, has filed a suit against it in
the United States District Court for the Southern District of New York
seeking a declaratory judgment to the effect that these claims are not
covered under its insurance policy. Lafarge North America Inc. intends
to vigorously defend itself in these actions. Lafarge North America Inc.
believes that the claims against it are without merit and that these
matters will not have a materially adverse effect on its results of
operations, cash flows and financial position.
Finally, certain of our subsidiaries have litigation and claims pending
in the normal course of business. Management is of the opinion that
these matters will be resolved without any significant effect on the
Company’s and/or the Group's financial
position, results of operations and cash flows. To the Company's
knowledge, there are no other governmental, legal or arbitration
proceedings which may have or have had in the recent past significant
effects on the Company and/or the Group's financial position or
profitability.
Note 9 Commitments and Contingencies
The procedures implemented by the Group allow all the major commitments
to be collated and prevent any significant omissions.
a) Collateral guarantees and other guarantees
The following details collateral guarantees and other guarantees
provided by the Group:
(million euros)
June 30, 2008
December 31, 2007
Securities and assets pledged
239
43
Property collateralizing debt
395
288
Guarantees given
256
215
Total 890 546
The Group has granted indemnification commitments in relation to
disposals of assets. Its exposure under these commitments is considered
remote. The total amount of capped indemnification commitments still in
force at June 30, 2008 is 617 million euros (319 million euros at end of
December 2007).
Further to the Orascom Cement acquisition, the Group has received
indemnification commitments of 2 240 million euros.
b) Contractual obligations
The following details the Group’s
significant contractual obligations.
Payments due per period (million euros) Less than 1 year 1 to 5 years
More than 5 years June 30, 2008
December 31, 2007
Debt (1)
2,068
10,954
5,241
18,263
9,639
of which finance lease obligations 13 36 13 62 46
Scheduled interest payments (2)
862
2,330
1,492
4,684
3,355
Net scheduled obligation on interest rate swaps (3)
6
15
(9)
12
43
Operating leases
199
510
345
1,054
942
Capital expenditures and other purchase obligations
1,211
1,146
311
2,668
2,283
Other commitments
397
35
37
469
166
Total 4,743
14,990
7,417
27,150
16,428
(1) Debt excluding put options on shares of subsidiaries (see
Note 7) (2) Scheduled interest payments associated with variable rate are
computed on the basis of the rates in effect at June 30. Scheduled
interest payments include interest payments on foreign exchange
derivative instruments, but do not include interests on commercial
papers which are paid in advance. (3) Scheduled interest payments of the variable leg of the swaps
are computed based on the rates in effect at June 30
The Group leases certain land, quarries, building and equipment. Total
rental expense under operating leases was 116 million euros and 186
million euros for the periods ended June 30, 2008 and December 31, 2007,
respectively.
Future expected funding requirements or benefit payments related to our
pension and postretirement benefit plans are not included in the above
table, because future long-term cash flows in this area are uncertain.
Refer to the amount reported under the "current
portion” of pension and other employee
benefits liabilities in the balance sheet or in note 23 to the
Consolidated Financial Statements of the 2007 annual report for further
information on these items.
c) Other commitments
The following details the other commitments of the Group.
(million euros)
June 30, 2008
December 31, 2007
Unused confirmed credit lines and acquisition lines (1)
2,648
10,269
Put option to purchase shares in associates or joint ventures
42
36
Total 2,690 10,305 (1) including on December 31, 2007 the acquisition facility of
7,2 billion euros set up for the acquisition of Orascom Cement and
not yet drawn at that date Note 10. Transactions with related parties
Further to the acquisition of Orascom Cement, a cooperation agreement
between Lafarge S.A. and OCI will ensure both Groups to benefit from
mutual synergies in connection with the construction of new cement
plants and the expansion of existing cement plants. The long-term
partnership of Lafarge with the major founding shareholders of OCI is
also reinforced by their participation in the capital of Lafarge through
a ten-year shareholders agreement and the appointment of two
representatives to the Board of Lafarge.
Note 11. Subsequent events
On July 8, 2008, the Court of First Instance in Luxembourg confirmed the
decision of the European Commission imposing a fine on Lafarge in the
amount of 249,6 million euros for having colluded on market shares and
prices with competitors between 1992 and 1998 for wallboard, essentially
in the United Kingdom and Germany (cf note 8).
Certification
We certify that, to our knowledge, the financial statements for the half
year have been prepared in accordance with applicable accounting
standards and give a true and fair view of the assets and liabilities,
and of the financial position and results of Lafarge and its
consolidated subsidiaries, and that the half year management report
attached provides a true and fair chart of significant events that
occurred during the first six months of the year, their effect on the
financial statements, the significant transactions with related parties
and a description of the main risks and uncertainties for the next six
months.
Paris, July 31, 2008
French original signed by
French original signed by
Jean-Jacques Gauthier
Bruno Lafont
Chief Financial Officer
Chairman and Chief Executive Officer
**
STATUTORY AUDITORS REVIEW REPORT ON FIRST-HALF YEAR FINANCIAL
INFORMATION FOR 2008
Statutory auditors’ review report on
first-half year financial information for 2008 (Free translation of a
French language original)
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General
Meeting and in accordance with the requirements of articles L. 232-7 of
French Commercial Law ("Code de commerce”)
and L. 451-1-2 III of the Monetary and Financial Code ("Code
monétaire et financier”), we hereby report
to you on:
the review of the accompanying condensed half-year consolidated
financial statements of Lafarge, for the period from January 1 to June
30, 2008,
the verification of the information contained in the interim
management report.
These condensed half-year consolidated financial statements are the
responsibility of the Board of Directors. Our role is to express a
conclusion on these financial statements based on our review.
1. Conclusion on the financial statements
We conducted our review in accordance with professional standards
applicable in France. A review of interim financial information consists
of making inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in
accordance with professional standards applicable in France and
consequently can only provide moderate assurance that the financial
statements, taken as a whole, do not contain any material misstatements.
This level of assurance is less than that obtained from an audit.
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying condensed half-year consolidated financial
statements are not prepared, in all material respects, in accordance
with IAS 34 - standard of the IFRSs as adopted by the European Union
applicable to interim financial information.
2. Specific verification
We have also verified the information provided in the interim management
report commenting the half-year financial statements that we reviewed.
We have no matters to report as to its fair presentation and consistency
with the condensed half-year financial statements.
Neuilly-sur-Seine and Paris-La Défense, July 31, 2008
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIES
ERNST & YOUNG Audit
Arnaud de Planta
Jean-Paul Picard
Christian Mouillon
Alain Perroux
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